--- schema_version: "secwatch.filing_event.v1" accession: "0001829126-23-003101" form_type: "8-K" ticker: null cik: "0001895144" company_name: "Golden Star Acquisition Corp" filed_at: "2023-05-05T23:59:59+00:00" generated_at: "2026-06-15T17:59:48.745099+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Golden Star Acquisition Corp prices $60M IPO; over-allotment exercised in full, $69M in trust ## Summary - Sold 6M units at $10/unit for $60M gross; underwriters exercised over-allotment for 900k extra units ($9M). - Sponsor purchased 307k private placement units at $10/unit ($3.07M), including debt offset of $334,737. - Net proceeds of $69M placed in trust account with Wilmington Trust, N.A. - Appointed Chi Zhang, Zhe Zhang, Xinghua Fan as independent directors; committees formed. - Units start trading on Nasdaq under GODNU; shares (GODN) and rights (GODNR) to begin separate trading later. ## SEC filing metadata - accession: 0001829126-23-003101 - form_type: 8-K - cik: 0001895144 - company_name: Golden Star Acquisition Corp - filed_at: 2023-05-05T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/goldenstaracq_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001829126-23-003101 - JSON: https://secwatch.observer/filing/0001829126-23-003101.json - Plain text: https://secwatch.observer/filing/0001829126-23-003101.txt ## Key facts - Executive change Chi Zhang was appointed as Director at Golden Star Acquisition Corp. - Action: appointed - Role: Director source text: On May 1, 2023, in connection with the IPO, Chi Zhang, Zhe Zhang and and Xinghua Fan (the “Directors”) were appointed to the board of directors of the Company (the “Board”). evidence_url: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm - Executive change Xinghua Fan was appointed as Director at Golden Star Acquisition Corp. - Action: appointed - Role: Director source text: On May 1, 2023, in connection with the IPO, Chi Zhang, Zhe Zhang and and Xinghua Fan (the “Directors”) were appointed to the board of directors of the Company (the “Board”). evidence_url: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm - Executive change Zhe Zhang was appointed as Director at Golden Star Acquisition Corp. - Action: appointed - Role: Director source text: On May 1, 2023, in connection with the IPO, Chi Zhang, Zhe Zhang and and Xinghua Fan (the “Directors”) were appointed to the board of directors of the Company (the “Board”). evidence_url: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm - Governance Changes Golden Star Acquisition Corp: Company adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2023-05-01). - Change: charter amendment - Effective: 2023-05-01 source text: On May 1, 2023, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. evidence_url: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm - Material Agreements Golden Star Acquisition Corp entered into Investment Management Trust Agreement with Wilmington Trust, N.A. and Vstock Transfer LLC (effective 2023-05-01). - Action: entry - Counterparty: Wilmington Trust, N.A. and Vstock Transfer LLC - Effective: 2023-05-01 source text: ● An Investment Management Trust Agreement dated May 1, 2023, by and between the Company, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm - Material Agreements Golden Star Acquisition Corp entered into Rights Agreement with Vstock Transfer LLC (effective 2023-05-01). - Action: entry - Counterparty: Vstock Transfer LLC - Effective: 2023-05-01 source text: ● A Rights Agreement dated May 1, 2023, by and between the Company and Vstock Transfer LLC, as rights agent, a copy of which is attached as Exhibit 4.4 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm - Material Agreements Golden Star Acquisition Corp entered into Underwriting Agreement with Ladenburg Thalmann & Co., Inc. (effective 2023-05-01). - Action: entry - Agreement: underwriting - Counterparty: Ladenburg Thalmann & Co., Inc. - Effective: 2023-05-01 source text: ● An Underwriting Agreement dated May 1, 2023, by and between the Company and Ladenburg Thalmann & Co., Inc. (the “Representative”), as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm - Material Agreements Golden Star Acquisition Corp entered into Unit Purchase Agreement with G-Star Management Corporation (effective 2023-05-01). - Action: entry - Agreement: equity purchase - Counterparty: G-Star Management Corporation - Effective: 2023-05-01 source text: ● A Private Placement Unit Purchase Agreement dated May 1, 2023, by and between the Company and the Sponsor (the “Unit Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm - Material Agreements Golden Star Acquisition Corp entered into Registration Rights Agreement with certain security holders (effective 2023-05-01). - Action: entry - Counterparty: certain security holders - Effective: 2023-05-01 source text: ● A Registration Rights Agreement dated May 1, 2023, by and between the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1895144/000182912623003101/0001829126-23-003101-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.